Courtnee Chun
J.JillAbout Courtnee Chun
Courtnee Chun (age 50) is an independent director of J.Jill, appointed September 3, 2024 and nominated to continue as a Class I director with a term expiring at the 2027 Annual Meeting . She spent 16 years across the Liberty complex as Senior Advisor, Chief Portfolio Officer, and SVP Investor Relations for Liberty Media, Qurate Retail, Liberty TripAdvisor, Liberty Broadband, and GCI Liberty; earlier roles included VP Opportunity Development at Level 3, CFO at New Global Telecom, corporate development at FirstWorld, and investment banking at J.P. Morgan . She currently serves on the board of Central Garden & Pet (since 2021) and co‑founded the Women’s eCommerce Network; prior public boards include HSNi, Expedia Group, and LendingTree .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Liberty Media, Qurate Retail, Liberty TripAdvisor, Liberty Broadband, GCI Liberty | Senior Advisor; Chief Portfolio Officer; SVP Investor Relations | 16 years across the Liberty complex | Investor relations and portfolio oversight across multiple public entities |
| Level 3 | VP Opportunity Development | Not disclosed | Corporate strategy/development focus |
| New Global Telecom | Chief Financial Officer | Not disclosed | Finance leadership |
| FirstWorld Communications | Corporate Development | Not disclosed | M&A/corporate development |
| J.P. Morgan | Investment Banking | Not disclosed | Transaction experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Central Garden & Pet | Director | Since 2021 | Current public company directorship |
| HSNi (HSN) | Director | Prior | Former public board |
| Expedia Group | Director | Prior | Former public board |
| LendingTree | Director | Prior | Former public board |
| Women’s eCommerce Network (WeCN) | Co‑founder | Ongoing | Network for female leaders in eCommerce |
Board Governance
- Independence: The Board determined Ms. Chun is independent under NYSE rules .
- Board tenure/class: Director since September 2024; Class I nominee for a term through the 2027 Annual Meeting .
- Committees: Audit Committee member; Compensation Committee member; not a chair .
- Committee activity levels (FY2024): Audit met 8 times; Compensation met 6 times; Nominating & Governance met 4 times .
- Attendance: All directors attended at least 75% of Board and committee meetings in FY2024; the Board held 13 meetings .
- Governance transition: J.Jill ceased to be a “controlled company” on June 14, 2024 and is phasing to fully independent Compensation and Nominating committees per NYSE timelines; current compliance with phase‑in noted .
- Executive sessions: Non‑management directors meet at least quarterly; independent directors meet at least annually; the Chair presides .
Fixed Compensation
Director retainer framework (non‑employee directors):
| Board Position | Annual Cash Retainer ($) | Annual Equity Award Value ($) |
|---|---|---|
| Chairman of the Board | 90,000 | 100,000 |
| Board Member (non‑Chair) | 60,000 | 100,000 |
| Audit Chair | 20,000 | n/a |
| Compensation Chair | 12,000 | n/a |
| Other Committee Chair | 10,000 | n/a |
| Audit Committee Member | 7,500 | n/a |
| Other Committee Member | 5,000 | n/a |
FY2024 non‑employee director compensation (actuals):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Courtnee Chun | 30,275 | 38,172 | 166 | 68,613 |
Notes: Ms. Chun’s awards/fees were pro‑rated for partial‑year service after her September 3, 2024 appointment .
Performance Compensation
- Directors receive time‑based RSUs (one‑year vesting) rather than performance‑conditioned awards; dividend equivalents are credited as additional RSUs subject to the same terms .
- Ms. Chun outstanding (FY2024 year‑end): 1,191 unvested RSUs (1,184 initial grant on 9/3/2024 plus 7 dividend equivalent RSUs), eligible to vest one year from grant .
Award details for Ms. Chun:
| Award Type | Grant Date | Shares/Units | Vesting |
|---|---|---|---|
| RSU (director grant) | 2024‑09‑03 | 1,184 | Vests on one‑year anniversary; dividend equivalents added as RSUs |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Central Garden & Pet | Public | Director | Current external directorship |
| HSNi; Expedia Group; LendingTree | Public | Former Director | Prior external directorships |
No TowerBrook affiliation is disclosed for Ms. Chun; TowerBrook owned ~48% of J.Jill as of April 7, 2025, but Ms. Chun is classified as independent .
Expertise & Qualifications
- Investor relations and strategy credentials across the Liberty complex (Senior Advisor, Chief Portfolio Officer, SVP IR) .
- Finance and transactions background (CFO at New Global Telecom; Level 3 opportunity development; corporate development and investment banking earlier in career) .
- Selected for J.Jill’s Board due to experience in investor relations and strategy .
Equity Ownership
Ownership and awards
| Item | Detail |
|---|---|
| Beneficial ownership (4/7/2025) | 7 shares (less than 1% outstanding) |
| Unvested RSUs (FY2024 year‑end) | 1,191 units (includes dividend equivalents) |
| Director stock ownership guideline | 4x base annual cash retainer for non‑executive directors; 5 years to comply from the later of Feb 1, 2025 or appointment (for Ms. Chun, compliance window runs to Feb 1, 2030) |
| Hedging/derivatives policy | Prohibits margin purchases, short sales, and derivative transactions; long‑term hedging requires prior approval |
Insider trades (Form 3/4 since appointment)
Notes: “J–Other” transactions reflect dividend equivalent credits on unvested awards; post‑transaction ownership figures come from the reported “securitiesOwned” in the Form 4 filings (all records show “director” and “D” for direct ownership). Data compiled from insider filings fetched for JILL.
Governance Assessment
- Committee footprint and effectiveness: As an independent member of both the Audit Committee (8 meetings in FY2024) and Compensation Committee (6 meetings), Chun sits on two of the most material oversight bodies; Audit independence is affirmed, with Michael Eck designated the financial expert .
- Independence and attendance: Board has determined she is independent; all directors, including new appointees, met at least 75% attendance with an active Board (13 meetings) .
- Ownership alignment: While disclosed beneficial ownership at record date was de minimis (7 shares), Chun holds unvested RSUs typical of the director program and is subject to a newly adopted stock ownership policy requiring directors to reach 4x the cash retainer within five years from Feb 1, 2025, which provides a clear path to alignment .
- Conflicts/related‑party exposure: No related‑party transactions are disclosed for Chun; she has no TowerBrook affiliation, and is classified as independent, though TowerBrook remained a 48% holder as of April 7, 2025, with certain rights under legacy agreements—an overarching governance consideration rather than a personal conflict .
- Process red flags: Ms. Chun’s initial Form 4 (October 4, 2024) was filed late due to administrative error; management disclosed this under “Delinquent Section 16(a) Reports” .
RED FLAGS
- Late Section 16 filing noted for Ms. Chun (Form 4 filed October 4, 2024 due to administrative error) .
- Concentrated shareholder influence persists via TowerBrook’s stake and rights, though Chun herself is independent and not TowerBrook‑affiliated .